MECHANICAL TECHNOLOGY INC
10-K/A, 1998-03-03
MEASURING & CONTROLLING DEVICES, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                 FORM 10-K/A
                                
     /X/ Annual Report Pursuant to Section 13 or 15(d) of the Securities
                             Exchange Act of 1934

                   For the fiscal year ended September 30, 1997

                                      or

        / / Transition Report Pursuant to Section 13 or 15(d) of the
                       Securities Exchange Act of 1934

                  For the period from __________ to __________

                       Commission file number 0-6890

                     MECHANICAL TECHNOLOGY INCORPORATED
                     __________________________________
            (Exact name of registrant as specified in its charter)
           New York                                     14-1462255
_______________________________                     ___________________
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                      Identification No.)
968 Albany-Shaker Rd, Latham, New York                      12110
________________________________________                 __________
(Address of principal executive offices)                 (Zip Code)
        Registrant's telephone number, including area code: (518)785-2211
                                                            _____________
Securities Registered Pursuant to Section 12(b) of the Act:     NONE
                                                            _____________
Securities Registered Pursuant to Section 12(g) of the Act

                         $1.00 Par Value Common Stock
                         ____________________________
                              (Title of Class)
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this form 10-K. [  ]

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
                                       Yes  X    No     
                                           ___     ___
The aggregate market value of the registrant's Common Stock held by
nonaffiliates of the registrant on December 12, 1997 (based on the last sale
price of $5.125 per share for such stock reported by OTC Bulletin Board for
that date) was approximately $16,154,195.

As of February 25, 1998, the registrant had 5,906,296 shares of Common Stock 
outstanding.
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<PAGE>
<TABLE>
                        AGGREGATE OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES

                                                                                             Value of
                                                                                            Unexercised
                                                       Number of Securities                In-the-Money
                                                      Underlying Unexercised                Options at 
                                                      Options at Fiscal Year                Fiscal Year 
                                                             End (#)                          End ($)
                                                          -------------                     -----------
<S>                    <C>             <C>          <C>           <C>               <C>           <C>
                             Shares                                                               
                           Acquired       Value
                                 on    Realized
Name                   Exercise (#)        ($)      Exercisable   Unexercisable     Exercisable   Unexercisable
- ----                   ------------       -----     -----------   -------------     -----------   -------------
R. Wayne Diesel               0             0           35,000             100          $1,050            $103

Martin J. Mastroianni         0             0           36,000         114,100         $25,580        $121,823

James Clemens                 0             0                0          30,000               0         $15,900

Douglas McCauley              0             0                0          15,100               0            $553

Stephen T. Wilson             0             0                0          10,100               0            $403

Denis P. Chaves               0             0                0          25,100               0            $853
</TABLE>































<PAGE>
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                      MECHANICAL TECHNOLOGY INCORPORATED


Date: March 2, 1998                   By: /s/ C. Scheuer
      _____________                      _______________________________
                                          Cynthia Scheuer
                                          Chief Financial Officer













































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